What is required to register a company in Switzerland
To register a Swiss company you need a chosen legal form, the minimum nominal share capital paid into a capital-deposit account at a Swiss bank, articles of association notarised by a Swiss notary, and at least one company representative domiciled in Switzerland. The application is then filed with the cantonal commercial register, and the company comes into legal existence upon publication in the Swiss Official Gazette of Commerce (SOGC). The whole sequence typically takes 2–4 weeks (S-GE Investor's Handbook, ch. 5.4).
Swiss company types: AG, GmbH, branch, sole proprietorship
Swiss law gives a closed list of legal forms (Swiss Code of Obligations, Articles 552–926). For foreign founders entering Switzerland the practical choices are the AG (Aktiengesellschaft, stock corporation), the GmbH (limited liability company), the branch of a foreign company, or, rarely, the sole proprietorship. The table below summarises the operational differences.
| Aspect | AG | GmbH | Branch | Sole proprietor |
|---|---|---|---|---|
| Min nominal capital | CHF 100,000 | CHF 20,000 | - | - |
| Paid-in at incorporation | CHF 50,000 | CHF 20,000 (full) | - | - |
| Shareholder anonymity | Yes | No | n/a | n/a |
| Liability | Limited to capital | Limited to capital | Parent company | Unlimited personal |
| Resident representative | ≥ 1 (CO 718) | ≥ 1 manager (CO 814) | Required | Owner |
AG (Aktiengesellschaft), stock corporation
The AG is governed by Swiss Code of Obligations Articles 620–763. Minimum nominal share capital is CHF 100,000, of which CHF 50,000 must be paid in at incorporation (CO Art. 621 and Art. 632). Shareholders are not listed in the public commercial register, which is why the AG is the dominant form for foreign-held holdings and venture-backed structures.
Governance comprises three organs: the general meeting, the board of directors, and the auditor (or an "opting-out" if the firm has fewer than ten full-time employees and shareholders unanimously consent, see post-registration obligations below).
GmbH (Gesellschaft mit beschränkter Haftung), limited liability company
The GmbH is governed by CO Articles 772–827. Minimum nominal capital is CHF 20,000, paid in full at incorporation (CO Art. 773 and Art. 777a). Each member's quota must be at least CHF 100 nominal (CO Art. 774). Members are publicly listed in the commercial register (CO Art. 791), there is no anonymity equivalent to AG bearer-share arrangements.
AG vs GmbH: which one to choose?
The choice rests on three operational variables: capital availability, shareholder-anonymity preference, and exit plans. The table below summarises the trade-offs founders most often weigh.
| Factor | AG | GmbH |
|---|---|---|
| Lower entry capital | - | ✓ CHF 20,000 vs CHF 100,000 |
| Shareholder anonymity | ✓ Not in register | - |
| Easier transfer of ownership | ✓ Share assignment | Notarised quota assignment (CO Art. 785) |
| Suited to IPO / outside investors | ✓ | - |
| Lighter governance burden | - | ✓ No mandatory board |
| Founding cost (electronic notary) | CHF 1,900–2,000 | CHF 1,800–2,000 |
How to register a Swiss AG: step-by-step
To register a Swiss AG, follow these five steps:
- Notarise the articles of association with a Swiss notary, including share capital, business purpose, and board structure.
- Deposit share capital (minimum CHF 50,000 of CHF 100,000 nominal) in a Swiss bank capital-deposit account; obtain the bank certificate.
- File with the Cantonal Commercial Register (Handelsregister), submitting notarised articles, capital certificate, and signature samples.
- Receive registration confirmation within 5–10 working days; the AG is legally formed upon publication in the Swiss Official Gazette of Commerce (SOGC).
- Register for VAT with the Federal Tax Administration if annual turnover ≥ CHF 100,000.
How to register a Swiss GmbH: step-by-step
The GmbH process mirrors the AG with one structural difference: the entire CHF 20,000 capital is paid in at incorporation and members appear in the commercial register from day one. Steps:
- Draft and notarise articles of association (including the member list and quota allocation).
- Deposit the full CHF 20,000 capital at a Swiss bank capital-deposit account.
- File with the cantonal commercial register together with the public-register member list.
- Await SOGC publication (typically 5–10 working days from filing).
- Register for VAT and social security as the company operationalises.
Resident representative requirement (CO Art. 718, 814)
At least one person authorised to represent the company must be domiciled in Switzerland. For an AG this is set out in CO Art. 718, paragraph 4; for a GmbH in CO Art. 814, paragraph 3. The representative can be a board member, manager, or authorised signatory; no Swiss-citizenship requirement applies. When no founder is Swiss-resident, foreign-held entities frequently engage a Swiss-resident director arrangement.
Timeline: how long does Swiss company registration take?
End-to-end, AG and GmbH formations typically take 2–4 weeks from the start of KYC review to commercial-register entry. Notary appointments take 2–3 days; bank capital-deposit verification 3–5 working days; the commercial register processes filings in 5–10 working days, with cantonal variation (Zug typically faster than Zurich or Geneva). VAT registration and bank account activation extend to 4–6 weeks from start in complex KYC cases. (S-GE Investor's Handbook, ch. 5.4.1.)
Cost of forming a Swiss company
Founding cost varies by legal form, capital size, and notarisation route. For comparison: an electronic AG formation runs CHF 1,900–2,000 in fees (excluding the share capital itself); the same via a traditional notary route runs CHF 7,000–9,000. A GmbH electronic formation is CHF 1,800–2,000; traditional CHF 6,000–8,000. Stamp duty of 1% applies to share capital above CHF 1,000,000 (the first million is exempt, Stamp Duty Act Art. 5).
| Item | AG (electronic) | AG (traditional) | GmbH (electronic) |
|---|---|---|---|
| Notary + advisory | from CHF 1,900 | CHF 5,000–7,000 | from CHF 1,800 |
| Commercial register fee | CHF 600 | CHF 600 | CHF 600 |
| Notarisation fees | CHF 600 | CHF 1,000 | CHF 600 |
| Total (excl. capital) | CHF 1,900–2,000 | CHF 7,000–9,000 | CHF 1,800–2,000 |
Best canton for company formation: tax comparison
Federal corporate tax is uniform at 8.5% on profit after tax (Federal Direct Tax Act, Art. 68). Cantonal and municipal rates vary materially. Combined effective rates for 2025/2026 (verify against current PwC tax summaries before relying):
| Canton | Combined effective rate | Note |
|---|---|---|
| Zug | ~11.85% | Lowest in CH |
| Lucerne | ~12.15% | |
| Nidwalden | ~12.0% | |
| Schwyz | ~14.0% | Plus low capital tax |
| Geneva | ~14.0% | Post-2020 reform |
| Zurich | ~19.65% | |
| Bern | ~21.04% | Higher band |
Post-registration obligations
Once the company is on the register, ongoing obligations begin. Annual financial statements must be prepared per CO Articles 957–963b (balance sheet, profit-and-loss, notes). A full statutory audit is mandatory if two of three thresholds are met for two consecutive years: balance sheet ≥ CHF 20 million / annual turnover ≥ CHF 40 million / 250 full-time equivalents (CO Art. 727). Below those, a limited-scope review applies; companies with ten or fewer FTEs may opt out of audit entirely with unanimous shareholder consent.
Beneficial-owner disclosure under CO Art. 697j ff. (AG) and Art. 790a ff. (GmbH) requires identification of any owner holding ≥ 25%. The federal Transparency Act (TRA / TJG) is introducing a centralised federal beneficial-owner register, phased through 2025–2026.
From our practice
Foreign-held AG and GmbH formations through our Zurich office most commonly involve German, UK, and Israeli founders, with a heavy concentration of fintech and crypto holdings. The bank-account opening step is consistently the longest tail in the timeline, KYC reviews on non-EU ultimate beneficial owners typically extend the end-to-end process to four to six weeks even when notary, capital deposit, and commercial register all clear within ten working days.
Frequently asked questions
What is the minimum capital for a Swiss AG?
CHF 100,000 nominal, of which CHF 50,000 must be paid in at incorporation (Swiss Code of Obligations, Articles 621 and 632).
What is the minimum capital for a Swiss GmbH?
CHF 20,000, fully paid in at incorporation (CO Art. 773 and Art. 777a).
How long does Swiss company registration take?
Typically 2–4 weeks end-to-end for AG and GmbH; sole proprietorships register faster (1–2 weeks via EasyGov.swiss). Source: S-GE Investor's Handbook, ch. 5.4.
Can a foreigner register a company in Switzerland?
Yes, fully. There is no nationality requirement for shareholders or directors. At least one company representative must be domiciled in Switzerland (CO Art. 718 / 814).
What is the cheapest canton for incorporation?
By combined effective corporate tax rate, Zug (~11.85%) is lowest, followed by Lucerne and Nidwalden (~12%). Source: PwC tax summaries 2025.
Do I need a Swiss bank account before registration?
Yes, a "capital-deposit account" must be opened at a Swiss bank to receive the share capital before commercial-register filing. The bank issues a capital certificate.
AG or GmbH: which is better for foreign founders?
AG offers shareholder anonymity and simpler share transfers; GmbH has lower minimum capital (CHF 20K vs CHF 100K) and lighter governance. Choice depends on capital availability and exit plans.
Do I need to be physically present in Switzerland to register?
No. Notarisation can be handled by power of attorney with a Swiss notary; capital deposit and bank-account opening can be coordinated remotely with KYC documentation.
What is the VAT registration threshold in Switzerland?
Compulsory VAT registration applies if worldwide annual turnover reaches CHF 100,000 (CHF 250,000 for non-profit sport/cultural associations). VAT Act Art. 10.
When is a financial-statement audit required?
Mandatory full audit if two of three thresholds are met for two consecutive years: balance sheet ≥ CHF 20M, turnover ≥ CHF 40M, ≥ 250 FTE. Otherwise limited audit; opt-out possible if FTE ≤ 10 with shareholder consent (CO Art. 727).